SEC Filing | National CineMedia, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Blantyre Capital Ltd

(Last)

(First)

(Middle)

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2023

3. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,333,751	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Common Stock	18,224,327	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Common Stock	4,106,271	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Blantyre Capital Ltd

(Last)

(First)

(Middle)

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mukadam Mubashir

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blantyre Mulanje II GP Ltd

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blantyre Fund II (GP) Ltd

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blantyre Fund III (GP) Ltd

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blantyre Mulanje II DAC

(Last)

(First)

(Middle)

2ND FLOOR, BLOCK E

IVEAGH COURT, HARCOURT ROAD

(Street)

DUBLIN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BSSF II Ireland DAC

(Last)

(First)

(Middle)

2ND FLOOR, BLOCK E

IVEAGH COURT, HARCOURT ROAD

(Street)

DUBLIN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BSSF III DAC

(Last)

(First)

(Middle)

2ND FLOOR, BLOCK E

IVEAGH COURT, HARCOURT ROAD

(Street)

DUBLIN

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 4,333,751 shares of Common Stock held directly by Blantyre Mulanje II DAC. Blantyre Mulanje II GP Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by Blantyre Mulanje II DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.

2. Represents 18,224,327 shares of Common Stock held directly by BSSF II Ireland DAC. Blantyre Fund II (GP) Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by BSSF II Ireland DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.

3. Represents 4,106,271 shares of Common Stock held directly by BSSF III DAC. Blantyre Fund III (GP) Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by BSSF III DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.

4. Blantyre Capital Limited ("Blantyre Capital") serves as the investment advisor for each of the fund vehicles that directly hold the reported securities, which are Blantyre Mulanje II DAC, BSSF II Ireland DAC, and BSSF III DAC. Mubashir Mukadam is a director, Managing Partner, and Chief Investment Officer of Blantyre Capital, and a director of each of Blantyre Fund II (GP) Limited, and Blantyre Mulanje II GP Limited. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest.

	/s/ Mubashir Mukadam - for Blantyre Capital Limited, By: Mubashir Mukadam, its Director	08/16/2023
	/s/ Russell Burt - for Blantyre Mulanje II GP Limited, By: Russell Burt, its Director	08/16/2023
	/s/ Russell Burt - for Blantyre Fund II (GP) Limited, By: Russell Burt, its Director	08/16/2023
	/s/ Russell Burt - for Blantyre Fund III (GP) Limited, By: Russell Burt, its Director	08/16/2023
	/s/ Mubashir Mukadam - for Blantyre Mulanje II DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director	08/16/2023
	/s/ Mubashir Mukadam - for BSSF II Ireland DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director	08/16/2023
	/s/ Mubashir Mukadam - for BSSF III DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director	08/16/2023
	/s/ Mubashir Mukadam	08/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.